正在冲击港股上市的深圳曦华科技股份有限公司(下称：曦华科技)，近日被中国证监会要求补充材料， 涉及控股股东认定等多方面问题。 证监会要求公司补充说明以下事项，请律师核查并出具明确的法律意见： 四、请说明本次拟参与"全流通"股东所持股份是否存在被质押、冻结或其他权利瑕疵的情形。 招股书显示，曦华科技是一家端侧AI芯片与解决方案提供商。公司的智能显示芯片及解决方案主要有 AIScaler及STDI芯片；而智能感控芯片及解决方案主要有TMCU、通用MCU、触控芯片及智能座舱解决 方案。公司产品已被多家主流汽车OEM及全球知名消费电子品牌采用，并满足消费电子、汽车及具身 智能等市场需求。 二、请说明最近12个月内新增股东入股价格的定价依据及公允性，该等入股价格之间存在差异的原因及 其合理性以及税费缴纳情况，是否存在入股对价异常，并就是否存在利益输送出具明确结论性意见。 三、请说明员工持股平台办理工商变更登记手续的进展情况。 一、请说明备案材料对控股股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确 结论性意见。 ...

Group 1 - The China Securities Regulatory Commission (CSRC) issued supplementary material requirements for three companies, including Xihua Technology, which is preparing for a listing on the Hong Kong Stock Exchange [1] - Xihua Technology is required to clarify the basis for the pricing of new shareholders' investments over the past 12 months and provide legal opinions on the fairness of these prices [1] - The CSRC has requested Xihua Technology to explain inconsistencies in the identification of controlling shareholders and provide a conclusive legal opinion on this matter [1][2] Group 2 - Xihua Technology is a provider of edge AI chips and solutions, with products including AIScaler and STDI chips, as well as smart control chips like TMCU and general-purpose MCUs [3] - The company's products have been adopted by major automotive OEMs and globally recognized consumer electronics brands, indicating a strong market presence [3] - The company aims to meet diverse customer needs across consumer electronics, automotive industries, and emerging markets [3]

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd. is preparing for an IPO on the Hong Kong Stock Exchange, despite reporting a loss of 426 million yuan over less than four years, with over 80% of its revenue coming from its top five clients [1][10]. Group 1: Company Overview - Founded in August 2018, Xihua Technology is recognized as a national key "little giant" enterprise, primarily providing smart display chips and smart sensing control chips for markets including smart cars, mobile phones, wearable devices, and robotics [1]. - The company has developed the world's first ASIC architecture AIScaler, which has become a leading product globally, with an expected shipment of approximately 37 million units in 2024 [3]. Group 2: Financial Performance - From 2022 to the first nine months of 2025, Xihua Technology reported cumulative losses of 426 million yuan, with annual losses of 129 million yuan in 2022, 153 million yuan in 2023, and 80.82 million yuan in 2024 [10]. - The overall gross margin decreased from 35.7% in 2022 to 21.5% in 2023, rebounding to 28.4% in 2024, but falling again to 22.1% in the first nine months of 2025 [10]. Group 3: Revenue Breakdown - In the revenue breakdown, smart display chips and solutions accounted for over 85% of total revenue from 2022 to the first nine months of 2025, while the revenue from smart sensing control chips grew from 1.9% in 2022 to 14.4% in the first nine months of 2025 [7][8]. Group 4: Market Position and Competition - In 2024, Xihua Technology ranked second in the global scaler market and first in the ASIC scaler market, with a shipment volume accounting for 18.8% of the market share [10]. - The global scaler market is highly concentrated, with the top five suppliers holding approximately 70.8% of the market share [10]. Group 5: Supply Chain and Client Dependency - Xihua Technology has a high dependency on its suppliers, with the top five suppliers accounting for 81.8% to 76.6% of total procurement from 2022 to the first nine months of 2025 [11]. - The company also relies heavily on its top five clients for revenue, which constituted 89.9% to 82.2% of total revenue during the same period [11]. Group 6: Future Outlook - Xihua Technology is working to diversify its customer base and expand its procurement network to reduce reliance on a few suppliers and clients, aiming to enhance its bargaining power and improve production efficiency [12]. - The company is positioned in a rapidly growing sector of edge AI, indicating potential for future growth despite current challenges [12][13].

Group 1 - The core viewpoint of the article highlights the rapid rise of edge AI technology and its implications for privacy and data processing, particularly in the context of the recent controversies surrounding Doubao Mobile Assistant's use of sensitive permissions [2][4] - Doubao's team has responded to privacy concerns by clarifying that the permissions used are standard in the industry and that AI usage will be restricted in certain applications to address market concerns [2][4] - The discussion around edge computing is gaining traction, with local processing capabilities being seen as a viable solution for balancing user experience and data security [2][4] Group 2 - Xihua Technology, a leading player in edge AI chips, has filed for an IPO in Hong Kong, aiming to capitalize on the growing demand for local processing capabilities [2][3] - The company specializes in edge AI chips and solutions, utilizing MCU and ASIC architectures to enable low-latency, high-privacy local data processing across various emerging markets [3][5] - The demand for edge AI chips is expanding as AI technology integrates deeply with sectors like automotive and IoT, driving innovation in personalized health monitoring and smart home interactions [6][7] Group 3 - The growth of edge AI chips is supported by multiple factors, including technological advancements and policy support, with a clear growth trajectory expected in the industry [6][7] - The global shipment volume for edge AI chips is projected to grow at a compound annual growth rate (CAGR) of 10.3% from 2025 to 2029, with automotive-grade MCUs expected to grow even faster at 16.6% [6][7] - The increasing penetration of AI in consumer electronics, expected to rise from 16.2% in 2024 to 54.0% by 2029, is driving upgrades in display and sensing chips [7][8] Group 4 - Xihua Technology's core business focuses on smart display and sensing chips, with significant market presence in consumer electronics and automotive sectors [9] - The company has achieved a revenue growth from 0.87 billion to 2.44 billion from 2022 to 2024, with a CAGR of 67.8%, and its AI Scaler product ranks first in China [9][10] - Despite revenue growth, the company faces challenges with net losses recorded from 2022 to 2025, indicating ongoing profitability pressures [10][11] Group 5 - The company’s high R&D expenditures are crucial for maintaining its competitive edge in the rapidly evolving edge AI chip market, with R&D spending reaching approximately 1.143 billion in 2022 [10][11] - The opportunity to list in Hong Kong under the 18C special technology system provides Xihua Technology with a critical funding channel to alleviate financial pressures related to R&D and commercialization [11]

Core Viewpoint - Xihua Technology is a provider of edge AI chips and solutions, focusing on intelligent display and sensing control chips, with products adopted by major automotive OEMs and global consumer electronics brands [3][4]. Company Overview - Xihua Technology specializes in intelligent display chips, including AIScaler and STDI chips, and intelligent sensing control chips such as TMCU and general-purpose MCUs [3]. - The company has leading R&D capabilities and mature mass production experience in image and video processing, perception, SoC design, and automotive-grade product development [3]. - The AIScaler chip has rapidly gained market share, becoming a leading product globally, with an expected shipment of approximately 37 million units in 2024 [3]. Market Position - According to Frost & Sullivan, Xihua Technology ranks second in the global scaler industry and first in the ASIC scaler sector by shipment volume in 2024 [4]. - The latest generation of automotive-grade TMCU maintains a global leading position in intelligent sensing control specifications [4]. Financial Performance - Revenue for the fiscal years 2022, 2023, 2024, and the first nine months of 2025 was recorded at RMB 86.68 million, RMB 150.11 million, RMB 244.07 million, and RMB 193.65 million respectively [5]. - Gross profit for the same periods was RMB 30.92 million, RMB 32.26 million, RMB 69.32 million, and RMB 60.81 million [5]. - Gross margins were 35.7%, 21.5%, 28.4%, and 31.4% for the respective years [8]. Industry Overview - The global scaler market is expected to grow from approximately 114 million units in 2020 to about 160 million units in 2024, with a compound annual growth rate (CAGR) of 8.7% [11]. - The demand for scalers is driven by the expansion of new display technologies and the smartphone repair and recycling market [11]. - The automotive sector is projected to see scaler shipments increase from 15.4 million units in 2024 to 73.9 million units by 2029, driven by the popularity of smart cockpits and in-car entertainment systems [12]. Downstream Applications - The demand for scalers primarily comes from smartphones, automotive, and other sectors, with smartphone scaler shipments expected to grow from 103 million units in 2024 to 135 million units by 2029 [12]. - In the industrial and other application areas, scaler shipments are anticipated to rise from 41.5 million units in 2024 to 52.2 million units by 2029 [12].